Customer Representations and Warranties. (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.
(b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warra...
Customer Representations and Warranties. 24.1 Customer represents and warrants that:
(i) if Customer is a natural person, Customer is of sound mind, legal age and legal competence (ii) if Customer is not a natural person,
a. Customer is duly organized and validly existing under the applicable laws of the jurisdiction of its organization;
b. Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorised by Xxxxxxxx; and
c. Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer, has been duly authorised by Customer to do so.
Customer Representations and Warranties. Customer represents and warrants that: (a). if Customer is a natural person, Customer is of sound mind, legal age and legal competence (b). if Customer is not a natural person, (i) Customer is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorized by Customer; and (iii) each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer performing the obligations contemplated under this Agreement and all other transactions contemplated hereunder on behalf of Customer, has been duly authorized by Customer to do so. (c) No person other than Customer has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with GFX (other than the security interest granted to GFX hereunder) to any person without GFX’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to GFX hereunder) without GFX’s prior written consent; and, (d) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customers suitable to trade FOREX and is a sophisticated institution and/or institutional participant; and,
Customer Representations and Warranties. Customer represents and warrants to the Company that then executed and delivered by Customer, this Service Agreement will constitute the legal, valid, and binding obligation of Customer, enforceable in accordance with its terms.
Customer Representations and Warranties. Customer represents and warrants to IBM that as of the date it enters into this Agreement and as of each Commencement Date under this Agreement:
a. it has obtained the necessary internal and external approvals, consents and authorizations to enable it to enter into this Agreement;
b. the Customer’s signatories to this Agreement have the authority to bind the Customer and do so by its signature;
c. this Agreement is a legally valid and binding obligation of Customer, enforceable in accordance with its terms;
d. all representations made, and any information supplied to IBM (including those related to its financial status, and each Product, including the prices thereof) are true, accurate and complete;
e. its sole purpose in requesting funds directly from IBM is for the reimbursement of its acquisition of Financed Product;
f. there exists no material default as to any other agreement to which Customer is a party, and no potential liability of Customer, legal or otherwise, that might impair its ability to comply with this Agreement;
g. Customer has selected each Product listed in the Schedule and accepts responsibility for its use and the results obtained therefrom.
Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.
Customer Representations and Warranties. Customer represents, warrants and agrees as follows:
a. (i) Customer is a business entity duly authorized, validly existing and in good standing under the laws of the United States, or the laws of the state or country in which Customer was organized, and (ii) customer has full authority and power to enter into this Agreement and to perform its obligations under this Agreement; (iii) its performance of its obligations under this Agreement will not violate any applicable law or regulation or any agreement to which Customer may now or hereafter be bound; (iv) that all necessary corporate or other actions required to authorize the Customer to enter into this Agreement have been taken; (v) that the execution and performance of this Agreement does not contravene Customer's articles of incorporation or charter, bylaws, partnership agreement, operating or any agreement to which Customer is a party or by which it is bound; (vi) that this Agreement represents a valid obligation of Customer and is fully enforceable against Customer, and (vii) Bank, in accepting this Agreement, is expressly acting and relying upon the aforesaid representations and warranties.
b. Customer warrants that the Services and all information obtained therefrom shall be used only for the legal business purposes of Customer and not for any unlawful or illegal purpose or activity.
c. None of Customer’s employees are a national of a designated blocked country or a “Specially Designated National,” “Blocked Entity, “ ”Specially Designated Terrorist,” ”Specially Designated Narcotics Trafficker,“ or “Foreign Terrorist Organization,“ as defined by the United States Treasury Department’s Office of Foreign Assets Control (OFAC), and Customer agrees to always practice reasonable diligence and control to ensure ongoing compliance with this warranty.
d. None of the Accounts is a consumer purpose account as defined by the Electronic Funds Transfer Act (“EFTA”) and its implementing regulation (“Regulation E”), and Bank, by providing the Services does not assume any of the Customer’s obligations, if any, under EFTA or Regulation E, or any other applicable federal or state law or regulation unless Bank has agreed in writing to do so.
e. Customer shall follow commercially reasonable practices and procedures to ensure the integrity and security of its operating systems used in conjunction with a Service.
f. To the extent that Customer appoints a Third Party Agent to perform any activities relating to a Service, ...
Customer Representations and Warranties. Customer hereby represents and warrants that: (a) it has the necessary authority to enter into this Agreement; (b) it has all rights, permissions and consents necessary to submit all Customer Content to the Platform and to grant Ellevation the rights to use Customer Content set forth in Section 6.2;
Customer Representations and Warranties. Customer represents and warrants that it:
a. Possesses the legal rights and authority necessary to enter into this Trial Subscription Agreement;
b. Will abide by the terms of all agreements required by the licensors of all Optional Items selected by Customer.
c. Will not engage in, or assist others in engaging in:
i. any action that infringes the rights of Biblionix or its licensors in The Apollo ILS/LSP or the Supporting Material, including but not limited to copying, modifying, creating derivatives of, or distributing the same to the public, other than as allowed by this Trial Subscription Agreement;
ii. reverse engineering or in any way attempting to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of The Apollo ILS/LSP;
iii. using any device, software, or routine that interferes with or attempts to interfere with the proper working of The Apollo ILS/LSP; or
iv. doing anything that could disable, overburden, or impair the proper functioning of The Apollo ILS/LSP.
Customer Representations and Warranties. You represent and warrant that (i) to the extent Customer is an entity, it is duly organized, validly existing, and in good standing under the laws of the State of formation set forth on the signature block of your Agreement, and (ii) the execution of this Agreement by the individual whose signature is set forth on the signature block of your Agreement, and the delivery of the Agreement and Product Addendums by Customer, have been duly authorized by all necessary corporate action on the part of Customer. You represent and warrant that you are not contractually prohibited from entering into this Agreement and it is not a party to any exclusive agreement with another service provider to provide similar services. Further, you represent and warrant that there are no legal, contractual, or similar restrictions prohibiting the installation of Leased Equipment and that you are authorized to make decisions concerning the placement of Leased Equipment and supporting connections, and to permit the operation of the Leased Equipment at each designated installation location. If you are signing this Agreement on behalf of yourself and not a separate legal entity, you represent and warrant that you are at least 18 years old (or at least the age of majority where applicable state law is greater than 18).
